The offer undervalues Obagi, Michael Rubin, the
shareholder, said in a filing made public today in Delaware
Chancery Court. Rubin seeks to represent all Obagi shareholders
in his request for a court order barring the deal.

Obagi announced March 20 that its directors unanimously
approved Montreal-based Valeant’s purchase of the company for
$19.75 a share in cash. The transaction is expected to close in
the second quarter, the companies said in a statement.

Rubin accused Obagi’s board of breach of fiduciary duties,
alleging the purchase price was inadequate given the company’s
“excellent” prospects for growth, according to the complaint.
Deal-protection clauses within the agreement, including a $16.2
million termination fee, preclude other bidders from making a
successful competing offer, Rubin said in the complaint.

Mark Taylor, a spokesman for Long Beach, California-based
Obagi, didn’t immediately return a phone call seeking comment on
the complaint.